2001-292AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS AU-
THORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE AN AGREEMENT
ON BEHALF OF THE CITY OF DENTON TO PURCHASE EMPLOYEE SURVEY SOFT-
WARE FROM SIEGEL CONSULTING, INC, A QUALIFIED INFORMATION SYSTEMS
VENDOR OF THE STATE OF TEXAS WHICH INCLUDES A SOFTWARE LICENSE
AGREEMENT WITH PERFORMANCE SUPPORT SYSTEMS, INC, AND PROVIDING
FOR AN EFFECTIVE DATE,
WHEREAS, the vendor for the services anticipated by the attached agreement is a Quali-
fied Information Systems Vendor ("QISV") of the State of Texas, and
WHEREAS, the contracted-for goods and services fall within the scope of said QISV
status for the purposes of the Catalog Purchasing Method prescribed by Chapter 2157 of the
Texas Government Code, and
WHEREAS, upon the evaluation and recommendation of staff, the City Council finds
that the contracted goods and services represent the best value obtainable for said goods and ser-
vices, NOW, THEREFORE
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
~ The City Council hereby authorizes the City Manager, or his designee, to
execute an agreement between the City of Denton and Siegel, Inc, for the purchase of employee
survey software, which includes a software license agreement w~th Performance Support Sys-
tems, Inc, substantially in the form of the attached documents The City Manager is authorized
to expend the funds mentioned m the attached documents
SECTION 2 This ordinance shall become effective ~mmedlately upon its passage and
approval
PASSED PROVED this the day 2001
EULINE BROCK, MAYOR
ATTEST
JENN~ER WALTERS, ci~rY SECRETARY
BY
AP~OVED AS TO LEGAL FORM
HERBER~~~ATTORNEY
BY ~~-"~ ~
S \Our Doeuments\Ordmances\01\Slegel PSS approval ordinance doc
Siegel Consulting, |nc
S~egel Consul~n~ Inc Phone 404 625 1970
1242 Austin Glen Drive F~x. 770 395 6478
Atlanta GA 30338 Emall vick~slegel consuklng¢om
C),uotat on Terms Net 20
To
Caressa Marquez (~uotatlOn ~
City of Denton Date June ~_72001
601 E Hioko~/$uite A Customer ID C~ty of Denton TX
Denton TX 76205
fYour Order # Our Order # Sales Rep FOB Ship Via Terms TaxlD IProposed Shipping 1
ATTACHED EXHIBITS ARE INCLUDED
~ke~ho¢~,~ot~ EXHIBIT "A"-Authorized Dzstributor
sl,~,~&m~,~PC EXHIBIT "B"-Technical Requirement~
Quotation prepared by Vickl
To ~ccept th~s quotatmn~ s~gn here end return
';ROVED AS TO FO~
[~?~'B'~',A-r~a§hiro ~ Wa~-antee, etc doc Page 1
EXHIBITI "A"
Siegel Consulting ~s an authorized distributor
of 20~20 Insight GOLD 360-degree software system
Warranty
PSS warrants the medium on which the Software Is distributed to be free from
defects in matermls and workmanship and that the Software w~ll perform
substantmlly m accordance with the Documentahon for a period of 90 days from
User's receipt of the Product Any written or oral information or advice g~ven by
PSS employees will in no way increase the scope of thru warranty
If the Product finis to comply with the warranty set forth above, PSS's entire
hablhty and User's exclusive remedy will be replacement of the Administration
Software CD, The 360 SmartK/tTM CD and assessment charges, or, at PSS's
option, PSS's reasonable effort to make the Product meet the warranty set forth
above Once the Product has been received by User and the software package
has been opened, it may not be returned Th~s warranty does not cover damage
caused by improper use or neglect The Software is furnished w~thout warranty
as to the performance or results User may obtain by usmg the Software The
entire nsk as to the results and performance of the Software is assumed by User
PSS d~sclatms all other warranhes, e~ther express or imphed, including but not
bruited to imphed warranties of merchantability and htness for a particular
purpose W~th respect to the product, thru hm~ted warranty gives User specific
legal rights User may have others, which vary from state to state
Technical Support
PSS agrees to maintain a toll-free telephone hne for free techmcal support for
technical problems encountered during normal operabon of the software (e g,
problems printing reports) If problems arise due to defects m the software, PSS
will fix the software or replace it free of charge Technical support does not
include various forms of training or operabonal support, such as how to set up a
project or other tasks clearly outhned m the documentation In addition, the
services of software engineers are available ($150/hr) to correct problems
created by User's failure to follow the instructions of techmcal support personnel
or the procedures outhned in the Getting Started book and onhne Help
PSS agrees to provide software updates to User at no cost PSS further agrees
to make User aware of ~nformat~on, products or pubhcatlons under User's control
that w~ll enhance the knowledge and sk~ll of User fac~htators in the effective and
responsible use of 20/2¢ and all support materials
No Liability for Consequential Damages In no event shall PSS be liable for
any damages whatsoever (Including, without hm~tabon, damages for loss of
profits, business interruptions, loss of reformation, or other pecuniary loss)
arising out of the use of or inablhty to use th~s PSS product, even if PSS has
been advised of the poss~bihty of such damages Because some states do not
allow the exclusion or hmltatlon of habthty for consequential or incidental
damages, the above hm~tat~on may not apply to User
Indemmficatlon Under no c~reumstances shall PSS be hable for any act,
omission, debt or other obligation of User User shall mdemmfy and hold PSS
~"]~ _'b-~Te~¥~; watantee, etc doc Page
harmless against any such claim and the cost of defending against any such
claim arising d~rectly or ind~rectly from the bus,ness operations of User relabng to
the use of 20/20® and/or all support products The obhgatlon and rights of this
provision shall conbnue beyond the expiration or term~nabon of this agreement
EXHIBIT "B"
Technical Requirements
Nlmimum computer and pnnter capabtl~es needed to operate the 20/20® Insight GOLD
program
Admlmstratmn Software and The 360 Smart KitTM
· Operating system W~ndows 95 or h~gher, or Windows NT 4 0 or h~gher
Processor PC computer, Penbum 200 Mhz RAM 64 MB
· Hard dtskspace
15 MB for Administration Software
10 MB for The 360 Smart K~t soflware
30 MB (average) for data files
· V~deo Wtndows-supported wdeo card or better (SVGA, 256+ colors recommended )
· Printer 2 MB memory (4+ recommended)
· Accesso.es Mouse, CD-ROM drive, floppy dnve
· Other programs (admmmtrat~on Software only) MS Access 97 or higher
Respondent Software and IDP
· Windows 3 1 or h~gher, 386 PC w~th 4 MB of RAM
Network configuration
· Any network file-server, such as Novell NetWare orWindows NT
· 100K hard-disk space on file.server per rater (on average)
· Shared folder/d~rectory for each project
· Windows workstations w~th access to the shared directory on the file-server
E-mall configurabon
· MAPI-compl~ant e-mini software (MAPI = Messaging Apphcatlon programming
Interface)
- Used for e-mall nobficat~on w~th network assessments
- Used for interneVinteroffice e-mall assessments
· Examples of MAPI-compllant e-mini programs MS Outlook, MS Outlook Express
(except 5 0), MS Exchange, and Eudora
· Examples of e-mini programs that are NOT MAPi-comphant AOL, Lotus Notes
Netscape, MS Outlook Express 5 0, Eudora L~ght, Exchange Server 5 5
EXHIBIT "C"
Rev 8/2/01
PERFORMANCE SUPPORT SYSTEMS, INC
20/20® INSIGHT GOLD
SOFTWARE AND USAGE LICENSE AGREEMENT
CITY OF DENTON, TEXAS
Carefully,read the following hcense agreement before ~nstalhng the 20/20® Insight GOLD
software ~ By ~nstalling the software you tnd~cate your acceptance of the terms of this
agreement If you do not accept the terms of th~s agreement, do not ~nstall the software,
promptly, return the entire package, Including all software and documentabon, to
Performance Support Systems, Inc , t1836 Canon Blvd , Sulte C-I01, Newport News, VA
23606-2670
I General
This Agreement consbtutes the entire agreement between User and PSS and supersedes any
pnor agreement concerning the contents of thru package It shall not be modified except by
wntten agreement dated subsequent to the date of th~s agreement mgned by an authonzed PSS
representative PSS m not bound by any prov~mon of any purchase order, receipt, acceptance,
confirmation, correspondence, or otherwise, unless PSS specifically agrees to the prows~on ~n
writing This Agreement is governed by the laws of the State of Texas Exclumve venue for any
action under this Agreement ~s Denton County, Texas
Definitions The following deflmtlons apply to the terms as they appear ~n this agreement · PSS means the publisher, Performance Support Systems, Inc
+ 20/20® means any of the 20/20® Insight GOLD products, such as the Admm~strabon
Software or The 360 Smart Kit'"
· Software means the computer programs contained m thru package, and all updates to
these programs The term also includes all cop~es of any part of the computer programs
Documentation means the Gettlng Started book and online Help
· Product means the Software and Documentabon
· User means the organization that has purchased 20/20®
· U~age License means any of the three types of Licenses that User purchases to assess
a Subject
II Copyright/Proprietary Protection
The Product is owned by PSS and ~s protected by United States and ~nternabonal copyright
laws and ~nternabonal trade prov~mons User must treat the Product I~ke any other copymghted
material ,This hcense and User's right to use the Product terminate automatically ~f User violates
any part bf thru agreement In the event of term~nabon, User must ~mmed~ately destroy all cop~es
of the Product or return them to PSS
User may not
· Copy the Product, except as specified below in Section Ill, Software License Grant
· Modify, translate, or merge the Software with another program
Reverse-engineer, d~sassemble, decompde, or make any attempt to d~scover the source
code of the Software
+ Subllcense, rent, or lease any port~on of the Product
· Use generic terms 0 e, "Manager" or "Pee¢') when assigning a name to an unlimited
usage hcense (Subject License and Organization License) Using any other terms or
names for any reason or using the license for more than one subject ~s not authorized
Violations will result in ~mmed~ate termination of this agreement
III Software License Grant
PSS grants User a nonexclus~ve software license to
Install one copy of the Administration Software on the hard drive of a s~ngle computer or
file server
· Make one copy of the Administration Software for archival purposes only
· Purchase additional Administration Software sets for use at other s~tes
· Use 20/20® and all suppod materials within User's organization so long as th~s agreement
is in effect
IV Usage License Grant
PSS grants User the usage I~censes designated below L~censes are not transferable, ~f User
purchases one type of license, User will not be g~ven a refund or credit toward the purchase of
another type of license
__ Single-Usage License The Single-Usage License permits one usage for one subject
Subject License The Subject License permits unlimited usages for one subject
~/ Organization License Th~s Usage L~cense permits unhmlted usages for all employees
w~th~n the orgamzat~on Users that purchase th~s hcense must ~nd~cate the total number of
employees w~th~n the orgamzat~on on the last page of th~s agreement and return ~t to PSS
If User's size ~ncreases due to merger with, or acquisition of, another organization,
User must obtain an additional hcense to cover the additional subjects If User's size
increases due to hiring additional employees and the total number of employees exceeds
by 10% the maximum number of employees permitted by th~s hcense, User must
purchase the next larger license, paying the difference ~n price between th~s license and
the next larger hcense User also has the option of purchasing S~ngle-Usage or Subject
hcenses to accommodate the additional subjects that exceed the maximum number
authorized in the ong~nal I~cense purchased
If User experiences a change ~n personnel due to turnover, the total number of
employees has not changed Therefore, PSS w~ll recharge User's program w~th the
additional usages needed for the replacement personnel
An organization ~s an autonomous bus~ness un~t, ~ e, ~t has ~ts own unique ~ndustry focus,
bus~ness strategy, executwe leadership and operating budget
V User Dut,es and Obl~gations
Responsible Use User agrees to make a good-faith effort to use the Software responsibly
To assist User ~n the ~mplementabon of the Software, these resources are provided
· Getting Started booklet
· 20/20® Insight GOLD Tutorial CD
· The 360 Smart KitTM CD
· Onhne Help
· 20/20® Insight GOLD Admlmstrator Course (optional)
Proprietary Materials User agrees to promptly notify PSS of any knowledge ~t may have of
any unlawful use of PSS's proprietary materials
VI PSS Duties, Obligations, and Rights
Proprietary Rights. PSS owns various copyrights, trademarks, service marks and other
proprietary rights In 20/20® and alt support materials It is the respons~bd~ty of PSS to protect ~ts
proprietary rights ~n any d~sputes over such rights
Warranty PSS warrants the medium on which the Software ~s d~stnbuted to be free from
defects in materials and workmanship and that the Software wdl perform substanbally ~n
accordance w~th the Documentabon for a period of 90 days from User's receipt of the Product
Any written or oral mformat~on or advice gwen by PSS employees will in no way increase the
scope of this warranty
if the Product fa~ls to comply w~th the warranty set forth above, PSS's enbre I~ab~l~ty and
User's excluswe remedy w~ll be replacement of the Adm~n~strebon Software CD, The 360 Smart
K/t TM CD and assessment charges, or, at PSS's opbon, PSS's reasonable effort to make the
Product meet the warranty set forth above Once the Product has been received by User and
the software package has been opened, ~t may not be returned
Th~s warranty does not cover damage caused by [mpreper use or neglect The Software ~s
furmshed w~thout warranty as to the performance or results User may obtain by using the
Software The entire risk as to the results and performance of the Software ~s assumed by User
PSS d~scla~ms all other warranties, e~ther express or implied, ~nclud~ng but not hm~ted to
~mphed warranbes of merchantabd~ty and fitness for a parbcular purpose W~th respect to the
product, th~s hm~ted warranty g~ves User specific legal rights User may have others, which vary
from state to state
Technical Support PSS agrees to maintain a toll-free telephone hne for free technical support
for technical problems encountered during normal operation of the software (e g, problems
printing reports) If problems anse due to defects ~n the software, PSS will fix the software or
replace ~t free of charge Technical support does not include various forms of training or
operational support, such as how to set up a project or other tasks clearly outhned ~n the
documentation In addition, the servmes of software engineers are avadable ($150/hr) to correct
problems created by User's fadure to follow the ~nstruct~ons of technical support personnel or
the procedures outhned ~n the Getting Started book and onhne Help
PSS agrees to prowde software updates to User at no cost PSS further agrees to make User
aware of mformat~on, products or pubhcat~ons under User's control that wdl enhance the
knowledge and skdl of User facd~tators m the effective and responsible use of 20/20® and alt
support materials
No Lmbility for Consequential Damages In no event shall PSS be hable for any damages
whatsoever 0ncludmg, w~thout hm~tat~on, damages for loss of profits, bus~ness ~nterrupt~ons, loss
of ~nformat~on, or other pecuniary loss) arising out of the use of or ~nabd~ty to use th~s PSS
product, even ~f PSS has been adwsed of the poss~bd~ty of such damages Because some
states do not allow the exclusion or hm~tat~on of hab~hty for consequential or ~nc~dental damages,
the above hmitat~on may not apply to User
Indemmflcation Under no c~rcumstances shall PSS be hable for any act, omission, debt or
other obhgat~on of User User shall ~ndemmfy and hold PSS harmless against any such claim
and the cost of defending against any such claim ansmg d~rectly or ~nd~rectly from the business
operations of User relabng to the use of 20/20® and/or all support products The obhgat~on and
r~ghts of th~s prowsion shall continue beyond the expiration or termination of th~s agreement
PSS shall defend, ~ndemn~fy and hold harmless the User at PSS's expense, any claim 0nclud~ng
any su~t) brought against the User alleging that any products furmshed hereunder infringe a
Un~ted States patent, copyright, or mask work right, and shall pay all costs and damages finally
awarded, prowded that the User g~ves PSS prompt written not~ce of such claim, and mformat~on,
reasonable assistance and sole authority to defend or settle the claim In the defense or
settlement of the claim, PSS may obtain for the User the right to continue using the products,
replace or modify the products so they become non-~nfnngmg, or, ~f such remedies are not
reasonably avadable, pay the User the full amount of the price pald for the software
VII Termination
Th~s Agreement ~s effective untd terminated User may terminate ~t at any t~me by destroying the
Product, ~nclud~ng all computer programs and documentation, erasing any cop~es on computer
equipment, and notifying PSS of such termination Th~s Agreement also w~li terminate ~f User
does not comply w~th any terms or conditions of the Agreement Upon such termination, User
agrees to destroy the Software Product and erase all cop~es residing on computer equipment
PERFORMANCE SUPPORT SYSTEMS, INC
20/20® INSIGHT GOLD
SOFTVVARE AND USAGE LICENSE AGREEMENT
Users that have purchased the ORGANIZATION hcense must complete and return this page to
Performance Support Systems at
Performance Support Systems
Attn Sales& Marketing
11835 Canon Blvd, Suite C-101
Newport News, VA 23606-2570
The undermgned agrees to the terms and conditions outhned above
For User Organlzat,on For Performance Support Systems
S~gnatureFl'ltle SignatureFF~tle
Name (Please pnnt) Name (Please pnnt)
Date Date
Orgamzatlon Name
Total number of employees ~n the orgamzat~on //. ??~,.~-f ! ~,~/¢'
Check the s~ze of the Orgamzabon L~cense being purchased
__1-249 employees
___,_,_,_~250-999 employees
1000-2499 employees
-- ~r2oV.~D AS '~0 F0r~ ~
2500-9999 employees
-- ,i'Y A~'O~,
__10,000-24 999 employees
__50 000-74 999 employees
__75,000-99 999 employees
100,000-124,999 employees
125,000-149,999 employees
150,000+ employees